Be Careful What You Wish For
by Mokichan2
Summary: *CONCLUDED* Helga has her heart's desire granted by a mysterious creature, ultimately making one of the most devastating decisions of her life...(alternate re-telling of 'Puella Magi Madoka Magica')
1. Chapter 1

_"I wish I could make Arnold love me."_

Helga awoke from a waking dream. She opened her eyes. And found herself standing on the roof of a building. The pink dress she had been wearing had vanished; her body was now wrapped completely in pink ribbon. In her right hand she held a heart-shaped bow and arrow.

A small white creature had approached her. It had a bushy white tail and long ears coming out of its ears, and a perma-grin affixed to its face.

 _ **Done! Your wish is granted and your contract is now fulfilled! Go forth and fulfill your purpose**_ _!_

Helga raised the bow and held it taut, aiming at the neighbouring building, which happened to be Sunset Arms. She pointed directly at Arnold's window. She could see him milling about within his room. Sweat began to form on her brown and her aim became shaky; at the last moment she let out a frustrating cry and pointed the arrow randomly in the air, letting it sail true to whatever its target may be.

Helga knelt to the ground and stared at her hands. She could feel tears brimming in her eyes.

 _"What have I done?"_

The next day, Helga sat alone in the cafeteria. She denied sitting with the other girls (Phoebe had already insisted that Gerald sit next to her), and relegated herself to sit at a table in the corner of the cafeteria.

As she sat and stared at her food, Lila approached her table. "Hello, Helga – do you mind if I sit down?"

Helga was brought back to the present. "Huh? Oh. Sure. It's a free country."

Lila sat down in the seat across from Helga. For a while neither girl touched their food, merely opting to sit in silence. Finally, Helga glared at the redhead, annoyed. "What? Is Miss Perfect going to judge me on my choice of lunch op—"

"Listen, Helga…" said Lila, interrupting. She looked down at her lap. "I understand what you're going through."

Helga's eyes narrowed. "You have no idea what I'm going through."

Lila raised her hand to her face. Helga gasped; affixed to Lila's hand was a small silver ring, the same ring attached to Helga after she had made the wish the other night.

Without warning, Lila reached for Helga's hands. "I can help you, Helga. Let me know when you're ready."

Before Helga could respond, Lila stood and left the table. Helga was left dumbstruck. She stared at her hand then at the redhead as she exited the cafeteria. Her eyes wandered briefly to Arnold, who looked as though he was approaching her table to sit…

Helga abruptly stood up, leaving her tray, and left the cafeteria to chase after Lila.


	2. Chapter 2

Fire was baring down on Phoebe from all four sides. She was trapped in the burning building, desperately trying to locate her parents.

"Mother?" she called out. "Father – where are you?"

In the distance, amid the smoke, Phoebe could make out a figure. She ran toward the movement as was face-to-face with her best friend Helga, wrapped from the neck down in pink ribbons. She was carrying her mother over her shoulder.

Before she could react, she was turned around by Lila, who was decked out in a dress inspired by the falling leaves of autumn. She had her father in the same position over her shoulder. "Come on, we haven't got a lot of time."

The crowd gasped as the building collapsed before their eyes. Kyo and Reba Heyerdahl were unconscious, but otherwise unharmed, and were left to rest in an area several yards away from the blaze. Phoebe, however, was left to deal with the media on her own, as she emerged from the side of the flaming wreck, soot-covered and in shock.

"Are you alright? How did you survive the flames? Where are your mother and father?" the reporters descended upon her like rabid dogs.

Phoebe looked about in confusion until her eyes linked on one person in particular in the crowd: Gerald. As soon as she saw him, she embraced him with all her might. Gerald was taken aback, but hugged the stricken girl as cameras rolled around them.

* * *

Meanwhile, Lila and Helga convened on a rooftop, several yards away from the fire.

"Whoa…that was a rush," exclaimed Helga.

"I know, right?" responded a grinning Lila.

Both were panting heavily, Lila from exhilaration, Helga from exhaustion. When Lila finally caught her breath, she stood up and outstretched her hand. "Change back for a second. Hand me your gem."

Helga obeyed and reverted back to her civilian clothes; she laid the egg-shaped soul gem in the palm of the redhead's hand. Lila fished through her pocket and pulled out a small, black object, resembling a needle with a tiny, egg-shaped protrusion. Helga watched as Lila brought her hand close together, and the black needle-like object absorbed the darkness from her soul gem. When Lila handed it back to Helga, she noticed its pink light glowed with a more brilliant lustre."

"Whoa…what is that?" remarked Helga wide-eyed.

Lila met Helga's eyes and smirked coyly. "Don't worry about it."

She tossed the black item over her shoulder to a white creature that seemingly appeared out of nowhere. The creature's back opened and the item appeared within its body. Then it scurried away.

"I've got you covered, as long as you got my back," quipped Lila with a wink.

Helga smiled faintly, then devoted her attention back to her soul gem. "Lila…what did you wish for to get these powers?"

"I asked for Kyubey to bring my mother back to life."

"Kyubey? You mean, that white cat-looking thing?"

"Yeah…that was an ever-so pointless mistake," she said, affecting her "perfect girl" persona that seemed less and less like the authentic Lila. She looked at Helga earnestly. "What did you wish for?"

Helga turned bright red and looked way. "I…uh…I wished for…"

She noticed a light fog rolling onto the roof where they stood. Helga looked up but there wasn't a cloud in the sky. Lila looked around and frowned.

"This isn't normal fog..." she muttered under her breath.

Seconds later, a figure appeared in the girls' lines of sight. It was another girl, a blonde in a pink dress similar to Helga. In her right hand she held an egg-shaped object.

"So...it's true...you really did make a wish..." remarked the girl.

Helga pointed to herself in confusion. "Who? Me?"

The girl shook her head, but not in response to Helga's question. "So I was too late. How could you? Making such a careless wish...how could you be so STUPID?"

"Hey! Who are you calling stupid?!"

Helga took a step forward, and that's when the blonde girl used her egg-shaped device to transform. Suddenly, she was wearing a very poofy, very frilly pink dress, reminiscent of Little Bo Peep. She gripped the newly-materialized staff in her hand and glared at Helga.

"I'm sorry I have to do this," said the girl, and she charged towards Helga at lightning speed. Before Helga had a chance to react, she was on top of her, ready to bludgeon her with her weapon...

Lila intercepted the assault, blocking the girl's attack with her own weapon, a scythe. She then kicked the girl so that she was several yards away, and stood in front of Helga to shield her.

"Why are you protecting her? Don't you know what will happen because of her wish?" She waved her hand and several rams materialized out of nowhere, all of them charging toward their target. At first Lila just sliced through the animals with her scythe, but the girl's onslaught seemed neverending. At last, she began to twirl her scythe in such a way to create a powerful wind tunnel, and the girl was blasted away, halfway across the city, by the force.

Lila turned to Helga, who was on the ground, in shock. "Lila...who was that?"

Lila shook her head. "No clue."

"Well, whoever it was, she really had it out for me. I think I should go home..."

"NO!" Lila blocked her path, startling Helga. "For all we know, she could have been spying on you before making herself known. She probably knows where you live? Do you want her to strike again while you're sleeping?!"

Helga sobered to the thought. "I guess not..."

"Until we can sort this thing out, I think it's best if you stay with me. Where I promise you'll be safe."

Helga nodded and the two of them exited the roof.


	3. Chapter 3

The gang was just about to start their baseball game at the Vacant Lot when along came Helga and Lila.

"Hey, Pataki," called out Gerald. We could use another shortstop. You in or out?"

Before Helga could respond, Lila spoke for her. "Sorry, not today, Gerald. We're ever-so busy." She grabbed Helga by the shoulders almost forcefully, and pushed her away.

Gerald groaned in frustration. "Man, what is up with Helga lately? Since when did she and Lila get an ll chummy-chummy?"

"Beats me," responded Arnold. "It happened around the same time Phoebe started acting really weird..."

At the mention of Phoebe's name, Gerald became anxious, looking over his shoulder. "She's not here, is she?"

Arnold glanced over his shoulder and frowned. "Don't think so - what's the matter?"

"Nothing, it's just that...ever since that close call, Phoebe hasn't left me alone. She calls constantly, stops by my house almost daily...it's really driving me nuts..."

"Well, try to see things from her perspective, Gerald. She just went through a traumatic experience that almost cost her her life. Maybe she sees you as a source of security since you were the first person she saw after the accident."

"Yeah, well whatever it is, I think I need to sit her down and talk to her. I like Phoebe, but this is really starting to getting on my nerves."

"Oooh...look, Loverboy," taunted Harold in a singsong voice. " _It's Phoebe...!_ "

Sure enough, from a distance, Phoebe could be spotted waving at the group of boys in front of the Vacant Lot. She then blew a kiss, which was allegedly intended for Gerald.

Arnold shrugged sympathetically at his best friend. "Well..no time like the present."

Gerald groaned in exasperation. He then handed Arnold his baseball and purposely made his way toward Phoebe. All the other boys taunted Gerald as he departed, save for Sid, who threw his hat angrily to the ground.

"Oh, yeah, sure - that's just great. Let's just all walk and deal with our girls. We don't need to play baseball today!"

Helga cautioned one quick glance over her shoulder during the commotion. She could swear she caught Arnold with his eyes trained on her as she left, but he quickly looked away.

* * *

Later that night, Helga was getting ready for bed just as Lila was getting ready to leave. Even though there was no sign of the strange girl that attacked her several days ago, Helga felt like crashing with the redhead a bit longer. After all, Lila's father worked long hours and was rarely in the house to begin with, and her own family didn't even seem to notice she was gone. Still, Helga used the feeble excuse of the mysterious blonde girl suddenly appearing to eschew friends, family, school, and basically any other part of her normal life.

As she unfurled her sleeping bag, she watched as Lila touched her soul gem to yet another one of the black, needle-like objects. "Why do you leave every night?"

Lila glanced quickly at Helga and turned away to go to the window and threw the object outside. "Because I have to. I don't ask why you still decide to stay here."

"Hey, for your information, I can leave any time that I want!" Helga snapped defensively.

"Of course you can – sorry, I didn't mean it as an insult. I'm glad you're here, honestly. And you can stay for as long as you want."

Helga was caught off-guard by Lila's directly. "Oh. I see. Well, you just keep me in the dark about so many things about this Puella Magi life. I suppose I could press if I really wanted to know what's going on, but honestly…I kinda like the way things are right now. I feel like I'm on an extended sleepover."

Lila smiled faintly. "Good. Then things don't have to change. You let me do my thing, and I'll let you do yours. You might as well use my bed; I don't plan on coming home early tonight."

"Alright then – you're the boss!" and with that Helga emphasized her point by flopping onto Lila's bed. Lilla was halfway out the window when Helga spoke up again.

"Hey, Lila," she said, immediately sitting up. "I know I haven't been the nicest to you since you've come to town. Until recently, I just thought you're were an annoying, goody two-shoes Miss Perfect. But ever since this whole magical girl business I got to know the real you…and you're not half bad."

Lila smirked, bemused. "'Not half-bad?'"

"Alright, alright – I take it back: you're pretty cool," as she spoke she laid back on the bed and snuggled into the pillow, closing her eyes. "Might even go as far to say you're a bit awesome for letting me escape life in here. Don't let it get to your head or anything."

Lila was staring up at the sky when Helga gave her compliment, and was beaming from ear to ear. "Thanks for that, Helga."

When Helga didn't respond, Lila turned to see the girl fast asleep on the bed. Lila took the opportunity to quietly walk over to her and kiss her gently on the forehead.

" _I wish you could stay here forever,_ " she whispered in earnest. Then, using her soul gem, she transformed into her costume and disappeared through the window into the night.


	4. Chapter 4

One night Kyuubey had approached Lila. She was walking away from a mission, triumphant, soul gem in hand, when she almost stepped on its tail.

 _ **I SEE YOU'VE COLLECTED ANOTHER GRIEF SEED.**_

Lila pocketed her soul gem and patted the area gently. "That's right," she said, pressing on.

 _ **ARE YOU NOT GOING TO HEAL YOURSELF?**_

Lila paused for a beat. "It's not really necessary. Besides, I'm saving this one for Helga."

 _ **I FIND IT PERPLEXING THAT YOU WOULD RISK YOUR OWN FITNESS TO PRESERVE THAT OF A GIRL THAT DOESN'T ENJOY YOUR COMPANY.**_

Lila responded with a smile. "Well…I wouldn't expect you to understand the concept of altruism."

She turned and walked away.

* * *

Helga had been cooped up in Lila's home for several weeks. She was starting to get restless. On a night that Lila was out, Helga left the house to get some much-needed fresh air. It was dusk in the city; the sun was setting and casting a beautiful orange-gold hue onto Hillwood.

She passed by Sunset Arms during her walk. Though she wasn't homesick, she suddenly realized how much she had missed being around Arnold. She snuck to the side of the boarding house and was about to climb up the fire escape when she heard movement coming from the front of the house. Arnold was throwing out the trash. When he opened the door to the boarding house, all of its cats and dogs (including Arnold's pet pig, Abner), scurried outside.

"No, shoo, Abner!" Helga heard Arnold say to his pet pig, probably to deter him from rummaging through the trash he was discarding. She listened as the clicking of hoofs came ever closer, until she was literally face-to-face with Abner. He cocked his head to one side, perplexed; Helga pressed her finger against her lip, signalling him to be quiet. Abner wagged his tail and began to bark eagerly, getting Arnold's attention.

"What is it, boy? You found something?"

Helga swore under her breath. She had to think up an escape plan, and fast. As a last-ditch effort, she pulled out her soul gem…

Arnold turned the corner only to find Abner barking frantically at seemingly nothing. He scratched his head in confusion. "Hrm…may I was wrong to let Grandma give you catnip…" He picked up his pet and made his way back inside the boarding house.

Meanwhile, Helga was levitating above Sunset Arms with the help of the tiny yet functional wings afforded to her, care of her Puella Magi costume. After she heard the door to the boarding house close, she finally lowered herself onto the roof. "Phew….that was too close for comfort…"

She settled upon the window roof that led into Arnold's living space in the attic. Inside, she could detect movement on the couch. Only, there was no way he could have made back to his room in that little time. Helga knelt down and squinted to get a better look at the trespasser inside her beloved's room…

She immediately straightened when she noticed the fog building around her ankles. A sense of dread engulfed her as she stepped off Arnold's windowed ceiling; the Lil Bo Peep Magi emerged seconds later, stoic but determined.

"You're a tricky one to track," remarked the girl.

Helga took another step back. "I don't wanna fight you….but….can you just tell me what your deal is? Why do you have it out for me?"

"Oh, Helga," she said, shaking her head sadly, "If you only knew…." But she would elaborate no further: staff in tow, the girl began the closing the gap between them.

It was apparent she wouldn't listen to reason, so Helga used the opportunity to test the true merit of wings, and did a leap of faith off the roof, onto the roof of the neighbouring roof, and made her hasty retreat.

The girl was in hot pursuit; she summoned a mass of floating sheep, upon which she rode like a hovercraft.

"Leave me alone!" Helga yelled.

Eventually the girl was able to catch up with her, and she cut off Helga before she was able to escape to another roof. But Helga wasn't going down without a fight; she suddenly remembered she had a weapon of her own and pulled out her bow and arrow, aiming it directly at her assailant. The girl did not react.

"Fine, don't tell me why you want to kill me!" said Helga. "Can you at least tell me who you are?"

"Alright I at least owe you that much. My name is Gloria. And for what it's worth, I don't have a personal vendetta against you."

Helga slightly lowered her weapon. "Then why are you chasing me?"

"This isn't about you. This is about saving the city. Saving the world!"

"Saving the…world?"

A thick fog rolled in and Gloria suddenly vanished. Helga looked around frantically, trying to locate the girl. Gloria re-appeared from above, behind Helga, and with her staff raised above her head. Helga tried to defend herself, but was smacked in the face with the staff, throwing her off-kilter. Gloria's hand went straight for Helga's lower back, where there was a bow with a pink jewel attached. Gloria forcefully yanked the bow off of her costume and kicked Helga in the back, knocking her to the ground. The force of the attack had also dislodged Helga's locket, which had somehow found itself embedded into her ribboned costume when she had transformed; the locket also clattered to the ground.

As Helga tried to get back up, Gloria planted her feet firmly on her back and pressed her into the ground.

"I'm sorry I had to do this, Helga," Gloria tossed the bow to the ground and used her staff to smash the jewel in the centre.

"Why-?" Immediately, Helga stopped struggling and flopped lifelessly back to the ground; her costume melted away and she was back in her normal civilian pink dress.

 _"NO!"_

A pained cry rang through the air. Gloria looked ahead and saw Lila running towards them. She collapsed to the ground next to Helga and began to sob hysterically.

 _"Why? She wasn't harming anyone! Why did you have to kill her?!"_

Lila held Helga's body close and cradled her in her arms. Gloria was caught off-guard by this unexpected element. Embarrassed, she rubbed her arm and struggled to get the words out.

"I…I had to do it. She was going to destroy us all. I had a vision…" Even as she said, she knew how absurd it sounded.

Lila stood up, furious. _"I'm going to make you pay for this…!"_

A scythe materialized in Lila's hands and she swung wildly and passionately at Gloria. Gloria could only defend herself, using her staff to block the sharp blade of the scythe from making contact.

As they fought, the air around them began to ripple. Only then did Lila slow her scythe and take notice of the space around them. "Dammit…not here…not now…"

Gloria looked around as well. Slowly but surely, the roof they were occupying gave way to glass. They were suddenly surrounded at all sides by mirrors of different shapes and sizes, their reflections cast back upon them in a disorientingly amplified fashion.

Unwittingly, the two girls had stumbled upon a witch's labyrinth.


	5. Chapter 5

Lila and Gloria focused their attention upon their new enemy: a witch that had unexpectedly trapped them in a labyrinth.

They were surrounded from all sides by mirrors, and in the majority of mirrors all they could see was a reflection of themselves. However, occasionally a fast-moving figure would flicker by, indicating that there was something sinister lurking beneath the glass.

"Well…come on, show yourself!" challenged Lila, gripping her scythe tightly and waiting for an attack.

The attack came. The figure – a black being in a white dress – leapt from one of the mirrors and went straight for Lila. Lila sliced at the creature, cleaving it in two, but ultimately not destroying it, and the two halves disappeared down a winding corridor that suddenly appeared. Lila followed in pursuit.

Gloria opted to stay put, thankful that Lila was momentarily distracted. She inspected her surroundings to get her bearings; unaware of what was happening behind her back. A shapeless, vapour-like mass passed out of the corpse of Helga and danced in the air.

" _Arnold…._ " it sighed, as it made its way to the locket on the ground, attracted to it like a moth to a flame. When it made contact, the locket began to glow and vibrate pink. It then levitated in the air, hovering until it rested upon Helga's body. Gloria turned around just in time to see the ribbons of Helga's Puella Magi costume re-forming around her body. Very slowly, Helga sat up, as though she were waking up from a deep sleep.

Gloria stared on in utter shock. "Impossible…"

As she struggled to process this unexpected change of events, the environment abruptly changed; walls of mirrors erupted from the floor, separating Gloria from the newly-revived Helga.

"Dammit…" she swore under her breath, and darted down the just-made corridor, no clue where she would end up.

Meanwhile, Helga was slowly getting back to her feet. Disoriented, she stumbled about almost drunkenly, down a narrow, winding hall full of mirrors. She hugged the walls as she progressed, her feet sliding across the floor instead of actually walking. Her locket was now affixed to the centre of her chest, and was still glowing pink.

She eventually walked by a mirror that didn't show her reflection, but rather played a scene like from a television screen. Helga paused to take in the images.

Inside this particular mirror, a scene was playing out involving a young girl in a rainbow shirt, with brown pigtails and buckteeth. She was in the auditorium at P.S. 118, watching the tryouts for the Romeo and Juliet play. The girl sighed wistfully as she watched the other students audition for parts in the play.

When tryouts were over and everyone was filing out, the girl approached one of the teachers.

"Excuse me…Mr. Simmons?" she called out. A bald teacher in a green sweater stopped.

"Hello, Marcy, what can I do for you?"

"Well…I was wondering if you could find a way to get me a part in this year's school play?" as she asked, Marcy played with her pigtails and looked at Mr. Simmons hopefully.

Mr. Simmons frowned. "I'm sorry, Marcy, but the play is generally only conducted by fourth graders…"

"Don't you think I know that?" Marcy blurted out, surprising the fourth grade teacher. "It's not my fault I got held back – third grade is really hard! Please Mr. Simmons, Romeo and Juliet is one of my all-time favorite stories. You gotta let me have a part, I'm begging you!"

"I'd really love to, Marcy – you know I would. You're an amazing talent and you have such a special knack for acting. But those are the rules: only fourth graders can be in the production. Don't worry; you'll pass next year, and I'm sure you'll get the lead part in whatever play they decide to put on."

Mr. Simmons placed a sympathetic hand on her shoulder, then turned and left the auditorium. When Marcy realized she was the only one left she made her way to the stage and started to recite a soliloquy from Shakespeare. When she was done, she kicked the air bitterly.

"So what if I'm not a fourth grader? It's such a dumb rule….I could be in the play. I should be in the play."

 _ **IS THAT WHAT YOU TRULY DESIRE?**_

Marcy's head shot up. "Who said that?"

 _ **DOWN HERE.**_

SMarcy went over to the front of the stage and slowly peaked her head over the edge. Standing on the ground beneath her was the white creature with the quadruple ears and the permafixed grin.

Marcy knelt down to get a better look. "Whoa…what are you supposed to be?"

 _ **I'M TO UNDERSTAND THAT YOU WISH TO HAVE A ROLE IN THE UPCOMING SCHOOL PLAY. IS THAT CORRECT?**_

"Well, yeah."

 _ **HOW BADLY TO A COVET A PART IN THIS SCHOOL PLAY?**_

"More than anything!"

 _ **THEN PERHAPS YOU WOULD LIKE TO FORM A CONTRACT WITH ME.**_

"Form a…contract?"

The creature leapt onto the stage so that it was face-to-face with Marcy.

 _ **YES. FORM A CONTRACT WITH ME TO BECOME A PUELLA MAGI, AND I WILL GRANT YOUR WISH.**_

"Really?" Marcy stood up and walked over to the centre of the stage. A spotlight from an unknown source mysteriously shone on her where she stood. At first she said nothing, her back facing the creature, but then suddenly she stretched both arms high above her head.

"I'll do it!"

The scene changed to a separate day. Marcy was walking down the hallway of P.S. 118 when Mr. Simmons stopped her.

"Oh, Marcy! I'm glad I caught you. I have some good news! I spoke to Principal Wartz regarding the rule on only letting fourth graders do the play, and long story short: I pulled a few strings and…you're going to be in Romeo and Juliet! Isn't that exciting!"

Marcy could hardly contain her excitement, but tried to mask it behind a smug grin. "I knew things would work out in the end."

The school play came and went. Admittedly, she didn't have a huge role as the narrator of the story, but she acted her heart out and gave her best performance yet. Aside from the obvious main actors, she was certain the crowd applauded just a little bit louder for her at the end.

Marcy left the afterparty and was making her way home when she was suddenly cut off by the white creature.

 _ **HOW WAS YOUR PERFORMANCE?**_

"It was incredible! I can't thank you enough, it was a dream come true to be in the play. I can't wait until next year!"

 _ **YOU SOUND VERY PLEASED WITH YOUR WISH. AND NOW THAT IT HAS BEEN SATISFIED, YOU ARE READY TO FULFILL THE TERMS OF YOUR BARGAIN.**_

Marcy stopped in her track. "Excuse me?"

 _ **AS PER THE TERMS OF YOUR CONTRACT. HAVE YOU NOT TESTED OUT THE RING ON YOUR HAND?**_

She looked at ring affixed to her left hand. "I just thought it was a free gift. You mean I'm actually supposed to use this thing? For what?"

The creature flicked its tail. _**I WILL SHOW YOU.**_

The scene abruptly cut forward again to Marcy in a troubadour outfit, this time looking terrified as she literally had to beat her way out of a witch's labyrinth with the lute in her hand. When she was finally free she threw the lute aside, causing it to give a sour note.

"What the heck was that?!" she screamed.

 _ **A WITCH'S LABYRINTH**_ , explained the creature. _**YOU WILL HAVE TO DEFEAT WITCHES IN ORDER TO OBTAIN THEIR GRIEF SEEDS AND REPLENISH YOUR SOUL GEM.**_

"You're kidding – you mean I have to fight those things?! For how long?!"

 _ **FOR AS LONG AS THERE EXIST WITCHES. IN WHICH CASE, I WOULD HAVE TO SAY INDEFINITELY.**_

"Forever?! I sold my soul to be in a stupid grade school play, and now I have to spend the rest my life fighting scary monsters?! That doesn't seem like a fair trade at all! I want out of this crummy contract!"

 _ **THAT IS IMPOSSIBLE. YOU HAVE ALREADY SATISFIED THE TERMS OF YOUR WISH. NOW, AS PAYMENT YOU DESTINED TO HUNT AND FIGHT WITCHES.**_

"No…this can't be happening…" Marcy staggered backwards into a wall and held her head in her hands. "I never agreed to any of this…why didn't you tell me?!"

 _ **YOU DIDN'T ASK**_ , it replied matter-of-factly.

Marcy slid to the ground and sobbed. A dark aura enveloped her, as grief and despair quickly consumed her to the point where she was no longer a little girl at all, but had become a full-fledged witch. The scene faded to black and then the mirror suddenly cracked. Helga backed away from the mirror and bumped into something else: Lila.

"Helga! You're alive!" Lila embraced Helga in a tight hug that Helga was still too stunned to acknowledge. Lila was so elated with Helga's resurrection that she didn't realize how shaken she was as she took her by the hand. "Come on, we're leaving this place."

Eventually the two girls found their way back to the area of the labyrinth where they had initially started. Lila let go of Helga's hand and stood in the centre of the space of mirrors. "I was going to do this sooner, but I didn't want to leave you here in the labyrinth. Check this out."

Lila raised her scythe high above her head; two massive black wings of shadows emerged from her back. The wings then folded over her completely, and she started to spin, faster and faster, like a cyclone. As she spun, cracks began to appear in the mirror surrounding them, until they all finally simultaneously shattered. The labyrinth immediately dissipated. Helga was on the ground from the force of the attack, still in shock. Lila looked over, pleased with herself, and winked.

"Pretty cool, huh?"


	6. Chapter 6

Helga and Lila arrived back at Lila's home, where Helga quickly made her way up to Lila's room. By the time Lila had made it, Helga was already lying in bed, her back to the door. Lila gently closed the door, even though she was sure Helga was not asleep.

"Well…that was ever-so fun," joked Lila. Helga didn't respond; rather, she squeezed herself into a ball on the bed, hugging her legs.

Lila approached the bed. "Helga…what is it? What's wrong? Why won't you look at me?"

"Oh, I don't know…"Helga remarked drily. "Maybe it's because I'm sharing the room with a murderer."

Lila stopped in her tracks. "What did you say?"

Helga turned around to face Lila; Lila could see that her eyes were red and puffy. For the first time, she noticed how visibly shaken Helga appeared after leaving the labyrinth; she had also noticed that, for some reason, Helga was still in her Puella Magi outfit, and her locket was firmly affixed to her chest.

"Helga…what happened in the labyrinth? What did you see?"

"Oh, nothing – just the imminent demise of a young girl that never had a chance. She was turned into the monster that _you_ killed."

Lila said nothing, opting instead to turn and look out the open window. Helga pressed further.

"Is this what you do when you're away? Are those black needle things you use to heal yourself…is that how you get them?!"

Lila gripped the windowsill tightly, as though she were trying to steady herself. "Those black object are called grief seeds…and yes," she turned her head to look at Helga. "In order for me to sustain myself, and to replenish my powers, I have to defeat witches. And those witches used to be Puella Magi, before they let themselves fall into despair after having their wish granted by Kyuubey."

Helga sat up, indignant. "And you're OKAY with this?"

"Of course not."

"Yet you still do it?"

"Well, what choice do I have?" snapped Lila. "I know it's a horrible thing, but if I don't fight the witches, then I can't heal myself, and then I risk dying alone in one of those nightmarish labyrinths."

Helga shuddered. "I knew that girl. She gave the opening monologue at our school play….I can't believe you let me touch those things."

"I was just trying to protect you," replied Lila, her voice breaking. "When I saw that you made a wish, I knew what that meant. You'd have to fight witches to survive…I couldn't bear to imagine you getting lost in one of those labyrinths, or worse, getting hurt…"

Lila closed the distance between the two of them and clasped Helga's hand. "So I did what I thought was right. I'd fight so you wouldn't have to. I would risk my life for you."

Helga was nonplussed. "Why?"

Lila moved in further so that their faces were mere inches apart. "Because…I love you, Helga."

Helga shook her hands free from Lila's and scooted away from her so that her back was against the wall. "What?! Are you crazy?! You can't love me! I love Arnold! I mean..."

As she spoke, she began to get flustered and turn red. Simultaneously, the locket of Arnold that was still attached to her chest began to throb and glow red. Helga gripped the locket and buckled over.

"What's happening to me…?" she groaned

 _ **FASCINATING.**_

All eyes turned to the doorway, where Kyuubey had appeared.

"What are you doing here?" asked Lila.

 _ **I CAME TO SEE FOR MYSELF IF IT WAS TRUE – AND INDEED IT IS. YOU ARE STILL ALIVE.**_

"What are you talking about?"

Kyuubey flicked its tail. _**YOU DO NOT REMEMBER WHAT HAPPENED?**_

"Helga…" Lila said carefully. "I watched that other magical girl destroy your soul gem. You should have died. I don't know what happened back there in that labyrinth…but somehow you came back to life."

 _ **I HAVE A THEORY. HELGA, YOU HAD WISHED TO HAVE THE POWER TO MAKE SOMEONE LOVE YOU, CORRECT? AS I AM TO UNDERSTAND, YOU**_ _**HAVE NOT SEEN YOUR WISH TO FRUITION. AS SUCH, THE CONTRACT FORMED COULD NOT BE SATISFIED. UNTIL HELGA'S WISH IS GRANTED, SHE CANNOT FULLY RELINQUISH POSSESSION OF HER SOUL. TRULY FASCINATING. SHE IS TRULY…QUITE THE ANOMALY.**_

Helga buried her head in her hands. "This is so fucked up…no, stay back!" Helga leapt off the bed to get away from Lila. Her knees nearly buckled from the exertion but she remained standing.

"Helga, please," Lila pleaded. "Don't do this. Let me help you. I'll protect you."

"No. I've got to get out of here. I've stayed here long enough."

"Where will you go?"

"That's for me to know and you to find out."

"Helga…"

"I said BACK OFF!"

Lila went for Helga's shoulder, which caused Helga to react by outstretching her hand. When she did, a ribbon from her costume whipped itself at Lila, knocking her with so much force that she found herself splayed out upon the bed. Helga covered her mouth with her hands, both shocked and horribly confused. Rather than check to see if Lila was okay, she quickly made her way to the open window.

"I'm sorry, Lila….I….I'm just so sorry…."

She exited through the window.


	7. Chapter 7

Helga swung through the night cityscape like SpiderMan, opting to use the ribbons from her costume to travel instead of her tiny wings. She didn't have a plan for where she intended to go, but when her locket unexpectedly began to glow again, she found herself in front of Phoebe's home.

Helga snuck in through the window leading to Phoebe's bedroom. When she entered, the room was dark; the sun had long since set, and with the lights off it had made the area pitch black and difficult to see.

Helga assumed Phoebe was asleep. "Phoebe…" she whispered. No reply. "Phoebe, are you in here? Wake up! I need to talk to you…!"

She walked to the other side of the room. Just as she was about to flick the lightswitch on, an icy sense of dread rippled down her spine, causing her to shiver. Something told her whatever she was about to witness wasn't going to be pretty.

Helga flicked the switch.

Almost immediately, Helga was bombarded with images of Gerald plastered all over the walls and ceiling. The floor was completely littered with sheets of paper. At a glance they looked to be scribbled with words. Helga picked up a sheet of paper – it was a love letter addressed to Gerald! She picked another one up; this time it was love poem with Gerald as the subject matter. Helga got on her hands and knees and rummaged through the paper, counting every written lovesick diatribe she stumbled upon. Since when was Phoebe so enamoured with tall hair boy?

One sheet stood out from the others. It lay crumpled in the centre of the room, written in red ink as opposed to the others that were scrawled with black pencil. Upon closer inspection, and to Helga's horror, she discovered that the letter was not written in ink, but in _blood_.

 _I can't take this anymore. Gerald, why won't you love me? Without you life is meaningless.._

Helga's blood ran cold. This was a suicide letter.

"Phoebe…?" Helga heard a noise, the slight sound of creaking, coming from the closet. Slowly, she walked in the direction of the noise, and as she did, the locket at her chest became to glow with increased intensity. She slid the closet door open.

At the very same time, Reba Heyerdaul, Phoebe's mother, had opened the door to the bedroom. Both woman and girl simultaneously became witness to the same gruesome sight: Phoebe's lifeless body hanging by a makeshift noose she crafted out of one of Gerald's number-33 shirts.

Mrs. Heyerdaul screamed, alerting Helga of her presence. Helga turned around, overcome with devastation and not sure how to react.

"What did you do to my baby?!" Mrs. Hyererdaul screamed.

"I didn't do it, I swear!" Helga cried, but Reba wasn't listening, instead going straight for Helga and wrapping her fingers around her throat, attempting to strangle the life out of her.

The scream had also gotten the attention of Phoebe's father, Kyo, who ran into the room in an alarmed state. "What's going on here?" he said, then regarded his daughter. " … _no_ …"

As Mr. Heyerdaul ran over to cut his daughter's body down, Reba was distracted long enough to release Helga, who immediately removed herself from the chaos. Neither parent attempted to pursue her, as they were too busy cradling Phoebe in their arms and sobbing.

Helga ran from the house like a bat out of Hell. When she reached a secluded alley, she turned into it and finally broke down after the shock subsided.

Her friend was dead. Phoebe was dead.

As she sobbed, the glowing of Helga's locket became intense again, to the point where Helga nearly buckled to the ground. She still didn't know what was happening, but deep down in her heart and soul, despite what she told her mother, she felt that she WAS responsible for what happened to her best friend.

* * *

Lila sat alone on the edge of the roof of some nondescript building downtown. She was overlooking the city when two girls approached: one was a black girl wearing a tube top dress and holding a pugil stick, the other was a brunette wearing a magenta-coloured angular haute-couture outfit.

"Well, well, well," said the brunette. "What do we have hear? Looks like someone stumbled into the wrong neighbourhood, Cookie."

 _Pop!_ The other girl chomped on her chewing gum.

Lila said nothing, and did not even turn to acknowledge the girls, which annoyed the brunette.

"Excuse me? Hey Red – I'm talking to you!"

"I know," replied Lila, succinctly, still refusing to move from her sitting position.

The brunette became indignant. "Do you know who I am?"

"Of course I do. You're Simone. The girl that's with you, her name is Cookie. I know all about you two."

"Then I guess you know why this is _not_ your lucky day. Any last words? Final requests?"

"Last words? Sure. I've got several," responded Lila. "But I'm not going to waste my breath sharing them with you. As for final requests…I've already had them denied, several times over. But it's alright. I have no regrets. That's more than what can be said for you.

Simone glowered. "You bore me. Cookie! Take care of her." Simone stormed away, off of the roof. Cookie, brandishing her pugil stick, then proceeded to repeatedly bash Lila with it. Lila offered no resistance as she was literally pummeled to death.


	8. Chapter 8

The week had not been kind to Arnold.

He had just come back from the funeral for his classmate Phoebe, and he was beginning to wonder if there was some sort of ominous curse on his fourth grade class. Not only was Phoebe dead, but both Lila and Helga had gone missing. There was something ominous going on; he could sense it.

As he ascended the steps of the boarding house and opened the door to let the other tenants' pets rush in, Abner stopped at his feet. He had something in his mouth and was snorting excitedly, eager to show it off.

Arnold smiled faintly. "What is it, boy? Find something good?" He bent down to retrieve the item from the pig's grip. Realization at what he was now holding in his hand hit him immediately, and he went stonefaced.

It was Helga's hair ribbon.

Arnold looked at his pet pig with fresh eyes. "Where did you find this?" Abner responded by running around in circles and "barking".

"Hang on – I've gotta go change," he said as he raced through the doors and upstairs toward his room so he could change out of the suit he wore for the funeral.

* * *

It was both an ominous an ethereal view from atop the city water tower. Hundreds of pink ribbons danced like banners in the wind, and all coming from the same source: a catatonic Helga, sitting cross-legged at the very top. There she remained, surveying the cityscape of Hillwood with unblinking eyes.

A solitary cloud slowly descended until it hovered directly underneath Helga.

Helga smirked. "Come to try your luck again?"

The cloud dissipated, revealing Gloria, the Bo Peep Puella Magi. She dropped onto the roof of the water tower, beside Helga. "This ends _NOW_."

"In case you haven't noticed, Sheep Girl: I'm apparently invincible. So why don't you take your Merry Lil' self and go back to—"

"No!" Gloria responded angrily. "You are not invincible…something's gone wrong. It's gone terribly, terribly wrong. Somehow…you've cheated the system. You can't even change back since the labyrinth, can you?"

Helga glowered.

"I know you must be suffering, Helga. So let me help you. Give me your locket."

Helga stood up, challenging Gloria. "Over my dead body."

"Well, that's kinda the idea…"

Gloria gut-checked Helga, then swept her legs so that she toppled off of the water tower. Helga saved herself, of course, by using her ribbons to slow down her fall, and she made her hasty retreat. But Gloria wouldn't let her escape so easily; as Helga tried to swing away, she summoned a barrage of sheep that went directly for Helga's ribbons. The sheep ate through the ribbon and Helga plummeted hard and fast onto the roof of a low-rise apartment.

As Gloria approached her, Helga became enraged. "Why do you have it out for me? For the last time, leave me ALONE!"

As Helga yelled, the ribbons from her costume wrapped around Gloria, binding her where she stood. She walked over to Gloria, who squirmed in the ribbons but could not get free. She pulled out her weapon, the bow and arrow, and aimed it directly at the girl's temple, preparing to release…

She sensed the presence of someone else on the roof. She turned around, pointing her weapon, then gasped.

"Arnold?"

With the help of Abner, Arnold was able to track down Helga; in fact, he had witnessed her fleeing from Gloria and had made his way to the roof of the building they were now occupying. Arnold was still gripping Helga's hair ribbon in his hand.

Tears began to stream down her face as Helga's humanity briefly came back to her. "I didn't want you to see me like this…"

As Helga was distracted, Gloria used the opportunity to roll to the edge and off the building's roof. Involuntarily, a pair a ribbons, propelled themselves from Helga's costume and wrapped around each of Arnold's wrist, forcing him to walk towards her and break the distance between them.

When Arnold was close enough, Helga let out a melancholic sigh and brought her hand to his cheek.

"It seems like an eternity ago since I made that wish…all this time I wondered, 'how can I ever go through with it?'…it killed me to stay away, but the last thing I wanted to do was hurt you…and yet here you are, before me…my green-eyed Adonis….my football-headed Love God…"

Confused and alarmed, Arnold could only look worriedly in her eyes, desperately searching for meaning behind her rambling. "Helga…?"

Helga wrapped her arms around Arnold; as she did so, the ribbons connected to her swelled outward, seemingly forming a cocoon around the building upon which they were standing.

"Don't worry, my love…I'll never let anyone harm you again."

Helga's locket suddenly went black, and waves of black energy sprayed directly onto Arnold, then all around. In no time flat, the cocoon was filled to the brink with this black miasmic energy, causing it shudder and pulse until it took on the shape of a black heart. Then the heart-shaped cocoon became bigger and bigger so that it took up the entire downtown core of Hillwood.

When Arnold came to, he was overcome by the feeling of suffocation. He was surrounded at all sides by a black unknown he couldn't identify. Frantically he thrashed about, and even tried calling out for help, but it was as though he was trapped in suspended animation. Helga was nowhere to be seen.

 _Don't struggle, my love,_ came an ethereal voice from within the black miasmic tomb _. I'll protect you, so you never have to suffer negative feelings again. No more loss…no more sadness…no more disappointment, anger, fear. No more feeling of any kind…except love. My love will shelter you. My love will keep you safe from the world. Forever. And Ever._

* * *

Gloria stood with several other magical girls, and watched as the black, heart-shaped monolith proceeded to consume the city.

"Aye…this be pure barry!" said Agnes, an ex-Campfire Lass with a Scottish brogue. "Just what we needed: a supe _rrrrrrr_ -witch!"

"That's a witch?" asked Timberly, the lanky younger of sister of Gerald who foolishly wished that she could "grow up". "I never knew they could get so big…"

"Um…excuse me? I just started today, can I get a rain check on fighting this thing?" asked Ruth P. McDougall, the newest magical girl to join the group.

"This witch CAN'T be fought," admitted Gloria, defeated. "That's what I gathered you all here to tell you. I had a vision, and in it I was supposed to destroy the girl that would create a witch this powerful….and I failed."

"What?" said Ruth. "You mean, that's it then?

"This is the end of the world?" asked Timberly.

Gloria lowered her head in shame. "I'm sorry, everyone."

But Agnes spat defiantly on the ground. "Bollocks," she said, indignantly. "I nae going down without a fight!"

"Didn't you hear her?" snapped Ruth. "She just said it's impossible!"

"And I say 'try an' stop meh!'" And with that, Agnes transformed into her Puella Magi costume (complete with Braveheart regalia and turtle shell) and charged defiantly at the black behemoth.

The other girls went silent, stunned that one of their own essentially just went on a suicide mission. At that moment Kyubey had met the group.

 _ **INCREDIBLE. NOT SINCE WALPURGISNACHT HAVE I COME ACROSS A WITCH WITH SUCH IMMENSE POWER.**_

"Kyubey?" asked Timberly. "Is Gloria's dream right? Is that which really unstoppable?"

 _ **IT WOULD APPEAR TO BE SO. WHAT AN UNNECESSARY TURN OF EVENTS TO LEAD TO THIS DIRE OUTCOME.**_

Gloria looked at Kyubey. "What do you mean?"

 _ **IT'S QUITE SIMPLE, REALLY**_ , explained the creature. _**HELGA, THE GIRL RESPONSIBLE FOR CREATING THIS WITCH, HAD MADE A WISH THAT SHE COULD MAKE A BOY NAMED ARNOLD FALL IN LOVE WITH HER. UNFORTUNATELY FOR HELGA, WHAT SHE FAILED TO REALIZE WAS THAT IT WAS NEVER NECESSARY FOR HER TO MAKE THE WISH IN THE FIRST PLACE. NOW SHE IS NO MORE, AND THE BOY IS VERY LIKELY LOST AS WELL. I SUPPOSE IT IS WHAT YOU HUMANS CALL A CASE OF "TRAGIC IRONY".**_

Ruth and Timberly exchanged glances. Gloria turned away from Kyubey to take in the continued devastation the witch formerly known as Helga was causing.

"Such a waste," she thought bitterly. "And to think I could have prevented all this. If only I had second chance. If only I


	9. Finale

Gloria found herself standing alone in a vast expanse of nothingness. Suddenly, to her right, she sensed something zip right past her.

Gloria looked over her shoulder just in time to see a pink light zoom by, far away, into the nothing.

Another light zoomed past Gloria, this time from her left side. She watched as this purple light seemed to pursue the pink light. As it got farther away, the light began to resemble a girl with black pigtails and glasses, running with all her might, chasing in vain after the light that was already almost beyond visible. As the purple light went past, Gloria could her a girl's voice wail with longing and despair:

 _MADOKAAAA..._

* * *

Gloria's eyes shot wide open. She sat up and breathed heavily, a cold sweat dripping from her brow.

She had been dreaming. How was that possible? To dream implied that she had been asleep, and Gloria lost that luxury when she became a Magical Girl (an unforeseen side-effect to her wish).

She stood and walked to the closest window, throwing the curtains wide open and casting awash with sunlight the medium-sized room where she and a bunch of other girls would crash after a long night of hunting witches. Sure enough, it was a gorgeous day in the city. There was nothing out of the ordinary; there were especially no black heart-shaped monoliths consuming the downtown core from the inside out.

Gloria bit her lip. It was only a dream – nay, not a dream, but a _vision_.

If she wasn't able to sleep, then the only other logical explanation was that she was granted a vision. A glimpse of a horrible future that would come to pass…all thanks to one girl and her wish.

Agnes, who was sleeping nearby, squinted her eyes shut at the light and clucked her tongue. "I know _you_ can't Gloria, but some of us are trying ta get some shut-eye!"

Gloria didn't answer, and was already opening the window and leaping out of the building, only to land safely on a bed of clouds. She had no time to waste; Kyubey may have already targeted Helga, it was only a matter of time before her vulnerability would cause her to form a contract that would doom the city, and possibly the world.

If she was the only one privy to this grim future, then she was also the only one who could stop it. Gloria made a promise then and there that nothing, and NO ONE, would stand in her way...

 **THE END**


End file.
